The Trouble with Telepathy
by TARDISTraveller
Summary: Bill and the Doctor travel to the Sense Sphere, where they encounter an ancient race the Doctor hasn't seen in many years. But a dark force is lurking in the telepathic field. Can the Doctor and Bill save the Sensorites from their nightmares?
1. Chapter 1

Chapter One

Bill would never, ever get used to this: stepping out of a blue box that was bigger-on-the-inside, onto an alien planet, where there lay an infinity of adventures to be had.

Below rolled up jeans, a warm summery wind licked her shins. The air on the planet was thick, like in a rainforest, and as she looked around, she swore she smelled citrus. Her face lit up into a bright smile, which she turned toward the Doctor as he shut the TARDIS doors and came to her side.

"It feels like those bird houses at the zoo." She looked up at the tall trees surrounding them, her eyes wide. "Like an island."

The Doctor followed her gaze to the treetops. "Technically every planet is an island, in some way. A mass of land in the sea of space; ships passing in the night. Lonely, isolated people calling out in hopes that they're not alone."

Bill eyed him for a moment, mystified. How did he come up with such wonderful strings of words? Was it another one of those things you only learned after two thousand years of life?

Before she could ask, the Doctor had his hands in his pockets and was walking down the path, a line of rich soil flanked by tremendous greenery. Bill followed him right out of the forested area and into what looked like an outdoor mall. The soil transformed suddenly into the pale stones of a food court, where stood a tall fountain and numerous alien beings going about their day.

They would've appeared human, if it weren't for their enormous heads and large, lidless eyes.

"Sensorites," the Doctor explained. "Telepaths. That wasn't humidity we felt back there; it was the telepathic field."

Bill smiled, looking at the alien shoppers in a new light. "Telepathic? Seriously?"

The Doctor nodded. "I met them once; a long time ago. They can communicate without saying a word, and can read people's minds without even knowing their name."

A small amount of anxiety touched Bill's lips. "Better watch what we think around them."

The Doctor continued forward into the food court, eyeing the blue of the fountain water admirably. "That's what makes them so amazing, though. They have more power than most of my worst enemies, but they only ever use it for good. My granddaughter saw that before I did."

Bill quieted any possible questions she had and focused on him. It was so rare to hear about his past; especially rare to hear about his family. The Doctor stopped beside the fountain and pulled out a coin, staring at it a bit too long.

"You remind me of her sometimes," he said quietly.

Bill watched his eyes bore into the coin as he turned it over in his fingers. She pondered over whether she should say something, but before she could, he picked his head up and gave her a small smile.

"Do you want to make a wish?"

"Sure," she grinned.

He handed her the coin and she closed her eyes. 'I wish…'

The air suddenly grew thicker, like an invisible blanket covering the mall. Bill quirked an eyebrow, but dismissed it. Then the Sensorites, in unison, all let out a loud gasp. Bill opened her eyes instantly and found them all covering their ears.

Bill turned to the Doctor and found his eyes tightly shut. He had a palm to his tense forehead. She reached a tentative hand out to him, but he seemed to be recovering, shaking his head.

"What happened?" Bill asked, as he opened his eyes.

"Something in the telepathic field. Some kind of energy," the Doctor explained, looking around the space with wild, skeptical eyes.

"Wait; are you telepathic, too?" She asked. The Doctor smiled.

"A bit out of practice, but yeah."

Bill's jaw dropped. "Two hearts and telepathic. Anything else I should know about you?"

"Oh, loads," he said, looking around the space. His smile faded. "But first, let's find out what's living in the telepathic field of the Sense Sphere."

Bill nodded agreeably, and the Doctor dashed into action with a dangerous smile on his face.

The nearby Sensorites seemed to be recovering from the negative telepathic energy, returning to their shopping. As the Doctor and Bill approached the closest alien to them, they noted the shakiness in his hand as he lowered it from his head.

"Excuse me," the Doctor started. He was going for charming again, Bill thought with a smile. "You wouldn't happen to know what's happening with the telepathic field? It's just; I've had these splitting headaches…"

The Sensorite folded his hands together, pausing before speaking. "Have you not been on the Sense Sphere long?"

The Doctor leaned in, licking his lips and tilting his head. Bill smiled. He was onto something; ready to solve the mystery.

"No, we actually just arrived," the Doctor said. "Why? What's happening?"

The Sensorite looked down. He took an even longer pause than before. When he next spoke, his voice was quiet.

"It started just last week. Nobody likes to discuss it, because it frightens them. There's an energy of some sort; living in the telepathic field. Sometimes we have visions. Other times...nightmares."

The Sensorite shuddered. Bill gave the Doctor a worried frown. "Doctor," she said. "How can something live in a telepathic field? Isn't it invisible?"

The Doctor nodded, his eyes boring into the Sensorite's as he thought deeply. "Do you know what it is? Is it a creature? Does it have a body?"

The Sensorite backed up, raising his hands. "I really must be going. These are questions to ask the council; the telepathy department. The elders there will have better answers than I."

The Sensorite dashed off into the food court before they could respond. As he disappeared into the crowd, the Doctor looked to his companion.

"Well; shall we, Miss Potts?"

Bill couldn't help but smile. "This is so weird, though, isn't it? I mean, 'Telepathy Department'? That's straight out of Area 51."

The Doctor shrugged. "I've heard stranger."

"I don't doubt that," Bill replied. Her smile widened, genuine and bright, just reaching her eyes. "I love this. Meeting aliens; helping out. It's better than I ever dreamed I'd be doing."

The Doctor returned her smile with a twinkle in his eye. "Maybe you should dream bigger, Bill. Now that you know you can touch the stars."

He started down the road with a nod of his head, leaving Bill stunned in his wake once again. She seriously had to learn how he came up with lines like that. Maybe he'd met some authors in his travels. Or maybe he was an author himself.

The Doctor cast a quick look back at her, and she jogged forward to catch up with him. An adventurous smile spread across her face.


	2. Chapter 2

Chapter Two

Bill knew they'd reached the council building because it nearly took her breath away. Dozens of thin steps led up to a grand entrance much higher than even her favorite local museums. Ornate decorations curled around the pillars holding up the roof, another artistic spectacle covered in red and blue paint. Bill's eyes were frozen up toward the ceiling as she stumbled up the final two steps. The Doctor gave her a smile and then joined in her admiration of the high ceiling.

"The Sensorites have always respected authority figures very highly," he said, lips twitching into a frown. "I just hope they're worthy of it."

Bill turned to him with a quirked eyebrow. "What do you mean?"

The Doctor grimaced. "Usually when there's something strange going on, especially when it affects everyday people, governments are either part of the problem or keen on not being part of the solution."

Bill chuckled. "That is...fairly accurate. A bit cynical, though."

The Doctor bit his lip. "Another side effect of living for two thousand years."

Bill tilted her head. "Or being Scottish." She nudged his arm, earning a small smirk, and then started toward the doors. "Come on; I want to see the 'Telepathy Department'. God, it's like walking into the Ministry of Magic."

The Doctor shook his head with a smile as he followed his companion through wide revolving doors. He was glad she was so excited; he just hoped the magic wouldn't be stifled as soon as they met these famed 'elders'. He never did get along with authority figures.

Bill circled herself, eyeing the high ceiling with a slackened jaw. "It almost looks bigger in here; like the TARDIS."

The Doctor tried to hide the jealous frown that crossed his features, but Bill caught it.

"I mean...they did a good job painting in here; makes it look bigger than it is. The TARDIS is the real deal."

Satisfied, the Doctor approached the front desk. Behind it stood a Sensorite who looked very much like the other they'd met, only this one wore a red uniform and reading glasses. The Doctor steeled his eyes and his voice as he neared the desk.

"We need to speak to the leaders of the Telepathy Department."

The alien behind the desk scoffed. "You and everyone on the Sense Sphere. There have been dozens of inquiries today alone."

The Sensorite started turning away, but the Doctor put a hand on the desk. "I can help. I'm not from this planet, but I do have telepathy. I just need to know the details."

The Sensorite considered him for a moment, but shook their head and turned down to the papers on the desk. "We have the best leaders working on it right now, sir. I'm sure they will find a solution by the end of the week."

The Doctor didn't move. Bill looked around them awkwardly and found a few Sensorites staring. She considered pulling the Doctor away from the desk, but he was already opening his mouth to speak to the poor Sensorite still sitting, trying to sort their papers.

"I'm the Doctor. Trust me. My granddaughter and I helped your people once, a long time ago. I know that I can do something to help, but to do that I've gotta be in the room where it happens."

Bill raised an eyebrow, looking from the Doctor to the front desk attendant. Finally, the Sensorite sighed and handed him two passes.

"Down the hallway; third door on the left. You can go in for five minutes in total."

The Doctor smiled. "I usually only need 3."

He handed Bill her pass as they started down the corridor. "How'd I do?"

Bill smirked. "The Hamilton reference was a bit much."

"I know. It's been going through my head all day."

Bill allowed herself a wide grin as they walked, shaking her head. "So what are you going to tell the bosses?"

The Doctor cocked his head. "What I always tell them. 'I'm here to help; there's no need to applaud.'"

Bill nudged his shoulder. "And if they don't want our help?"

The Doctor's brow furrowed, lips flicking downward. "Well, then we might have some problems. But they'll want our help."

"What makes you so sure?"

The Doctor flashed a quick grin toward his companion as he reached a fist up to the door reading 'Telepathy Dept.'. "I've got charm."

Bill rolled her eyes as the Doctor knocked.


	3. Chapter 3

Chapter Three

A murmur came from the other side of the door, followed by a sudden and eerie silence. A moment later, the door opened timidly and the large face of a Sensorite appeared in between it and the wall. "We are not receiving visitors at the moment."

The Doctor reached into his inside jacket pocket. "Ah, but I'm not just any visitor." He pulled out a wallet and turned it over in his hand, then held it up for the Sensorite to read. "I'm your best chance."

The Sensorite faltered back a few steps, just enough to make room for the Doctor, who pushed his way into the room. Bill followed with an apologetic look to the Sensorite now standing slack-jawed beside the wide open door.

The Doctor didn't hesitate, going immediately to the large oval table in the center of the room. Staring at him were at least six or seven other Sensorites, in a variety of badges, uniforms, and lab coats. The Doctor leaned both hands on the table and looked them each in the eye.

"So, what are we dealing with?"

One of the Sensorites, wearing what looked like a military uniform, turned an angry eye to the poor Sensorite still by the door. "Who is this?"

The other Sensorite twiddled his thumbs and shut the door hastily. "H-he's an expert. In telepathic fields." He glanced at the Doctor and then looked to the military Sensorite again. "He's from the Academy," he added in a whisper.

Bill threw the Doctor a mock-impressed expression. The military man looked sharply to her. "And her?"

The Doctor groaned, rubbing a hand over his face. "There's no time for this. She's with me. Now; what have you found out? Is it global? Or is it local? Organic or synthetic?"

A woman at the front of the room in a white lab coat raised a finger. "It's definitely organic. We've picked up strange readings all week."

The Doctor hurried over to her, bouncing like a kid at Christmas. He scooped up the file that kay in front of her before anyone could stop him. He held it up before the light and almost smiled.

The scientist stood and looked at him excitedly. "I've never seen anything like it."

"I have," the Doctor said. "It looks like a Dream Shade."

The militant straightened, more alert. "Is it extraterrestrial?"

The Doctor jerked slightly at the word, the shrugged. "Depends on where you're from."

"Is it from the Sense Sphere?"

The Doctor held his hands up and went to the front of the table. "Dream Shades aren't really 'from' anywhere. They pick up on vibrations from telepathic fields and go to them. The problem is...they usually go for quiet places; uninhabited planets."

The scientist put her files away neatly and sat back down with a puzzled frown. "Is it dangerous?"

The Doctor scratched his chin. "Potentially. They live off of the forces in the telepathic field. In uninhabited planets, that's just basic elements, gravitational forces...but with telepaths…"

"What will it do?" The militant asked. The Doctor gave him a hard stare, then looked away.

"It might be able to feed off of telepathic powers. And eventually…"

"Eventually?" Bill asked, sensing that nobody else in the room would want to ask and she was most likely the most unaffected by the answer. The Doctor met her eyes.

"I've seen them do actual harm. Feeding off the energy in the mind, first, and then...the rest of the body."

A chill overtook the room. Then the militant slammed a fist down, hard, onto the tabletop. "We have to stop it."

The Doctor held up a hand. "I know. But it has to be gentle. You have to fight it mentally, not physically. No armies, no weapons."

The scientist shook her head. "How do you fight it mentally?"

"By going right from the center of the telepathic field. Lure it to a certain place where the telepathic link is strongest, have someone connect with it mentally, and-"

The militant raised a hand. "Someone? One person? To fight something that could tear apart our whole world? It's a suicide mission."

"It's a risk, but-"

A chatter started in the room, eventually making fewer than ten people sound like over fifty. The Doctor looked to Bill. They met eyes briefly, just long enough to share a grimace before the Sensorite still by the door called out. "Who even are you?"

The Doctor sighed. "I told you-"

The Sensorite nodded mockingly, then opened the door to reveal two guards flanked by the secretary from the main hall. "Yes, yes 'you're an expert in telepathy'. Then why were you only given a level D clearance? Let me see your pass again."

The Doctor gave him unblinking eyes from furrowed brows. "I'm here to help you."

The guards came toward him and Bill, grabbing their hands behind their backs. The military Sensorite got to his feet. "You come in here under a fake I.D. demanding we send someone to their death?"

The Doctor groaned, already being dragged toward the door. "I wasn't sending someone to their-"

"Where are you even from? Both of you?"

The Doctor shook his head. "We're just travelers."

The scientist looked at her files again. "Were you lying to us this whole time?"

The guards with their prisoners in tow were nearing the door. The Doctor shut his eyes and planted his feet.

"I was going to volunteer!"

The room became silent, the guards pausing. The Sensorites around the room raised their bushy eyebrows at him. The militant gave him an uneasy chuckle.

"Why would you do that?"

The Doctor groaned. "Well, for one, I don't know about you but I've still got a really bad headache that I want to take care of."

The Doctor bent his head down, and Bill turned to the militant. She pulled forward as far as she could with a smile on her face.

"Because that's what he does! That's who he is. It drives me barmy sometimes." She looked at the Doctor and then back to the Sensorites. "But I'll tell you what: I think he's your best chance right now."

The Sensorites debated this for a moment, some of them holding their heads as waves of the Dream Shade's attacks came over them. Finally, they turned to the Doctor again, the militant in the front.

"Alright. What's the plan?"

The Doctor lifted his head and let a small smile spread across his face as the guards dropped his and Bill's arms.


	4. Chapter 4

Chapter Four

After the details had been laid in excruciating detail that Bill couldn't help but stare blankly during, she and the Doctor stood in the room beside one another. The others were all chatting away anxiously, going over the plans again, contacting anyone who needed to know the protocol. Bill crossed her arms and looked up at the Doctor.

"So you're going to sit somewhere and basically lure this 'Dream Shade' thing to you."

He nodded. "Pretty much."

"And then what? How do you connect with it telepathically?"

"They have these devices; you close your eyes and think about something-or someone- else who's telepathic and it sort of hones in on their telepathic energy. Then a connection happens."

"And then you're going to tell it to leave in peace. Will it listen to that?"

The Doctor sighed. "Hopefully."

"And if it doesn't?" Bill gave him wide eyes. The Doctor tried to smile.

"Then we've got the general's big plans. That's what all that detailed stuff was."

Bill closed her eyes for a moment. "I meant...what happens to you? Can it, I don't know, hurt you?"

The Doctor's eyes flitted over the space beside Bill's head. She snapped him back to focus. "Oi! Tell me what you're thinking. Don't leave me in the dark."

The Doctor sighed again, and looked to the floor. "I don't know. But I would assume that the Dream Shade is powerful. In a direct connection, it can probably do a lot of harm if it wants to."

Bill felt a shudder run through her, but she kept her eyes locked on her friend and her voice steady, if quiet. "Could it kill you?"

The Doctor opened his mouth to respond, but the general suddenly clapped him on the back.

"We want to roll out as soon as we can, Doctor. Please terminate your conversation soon."

The Doctor backed away from Bill, not daring to look away from her shining eyes. "It'll be fine, Bill."

"You never answered my question," she said simply."

The Doctor looked to the Sensorites, then back to Bill with a forced smile. "It'll be fine."

Bill let him go ahead, with the others, as she wiped her eyes forcefully. Then she took a deep breath and followed them out.

If he died, she vowed, she'd kill him.

. . . . . . . . . . . . . . . . .

The road to the 'connection point' looked and felt more like a road through the Amazon rainforest. Massive green trees and shrubs reached up into the sky, arching over enough hills and valleys to make someone seasick. Bill watched out the window of the vehicle with a mixture of awe and anxiety. It was such a beautiful place, but in her heart she could only feel fear for her friend. If the Dream Shade wasn't as friendly as they hoped…

She shook her head and wiped some sweat off of her arm. It was growing steamier and steamier as the telepathic field grew thicker and thicker around them. She could almost feel the aches and occasional flashes of pain that lanced through all of the telepaths riding with her.

She looked at the Doctor as they drove on. He was in the seat beside her, but he seemed a million miles away, staring into the distance with a heavy and stern pair of eyes. She almost said something, but couldn't find the words. The general and the scientists were in the vehicle with them, anyway. It was hardly the time or place for a heart-to-heart.

She swallowed hard as the vehicle came to a stop, then shuddered when her eye glanced over their destination. It was the top of a hill overlooking what looked like miles of forest. In the center of a gray platform sat a chair, with a strange device connected to it at the top that looked perfect to fit around a person's head.

Bill shivered again as her door was pulled open by one of the guards. Her weak legs found the solid ground, and slowly she made her way toward the platform. The Doctor walked coolly beside her, adjusting his lapels. The general gave him a quick solute before disappearing into the crowd of spectating scientists guards.

Bill intertwined her hand in the Doctor's. He was still staring at the chair, and the numerous wires connecting it to other thick wires in the forest. It looked like a network of phone lines.

"Doctor," Bill started. She merely put her arm through his and leaned her head on his shoulder. "Take care of yourself."

"I'll try. Honestly, Bill, this is hardly my first rodeo."

She pulled away and met his eyes. "Seriously, though. Promise me."

The Doctor rolled his eyes. "I can't make those kinds of promises, Bill. I have to help these people."

Bill couldn't help feel something she couldn't name. Anger? Fear?

"Why?" She asked sharply.

The Doctor looked at her, taken aback. "I thought you wanted me to help."

Bill wiped her eyes. "I did. I do. I don't know." She sighed, regained her breath and her words. "I got caught up in all of it. The heroics and everything. I forgot how dangerous this could be."

"I'll be fine."

"Okay, but you can't know that. Look, I just mean...you can't take this stuff lightly. I don't care how long you've been doing this. And then you made me almost take this lightly. It's not a game, Doctor."

The Doctor let out a chuckle. "I've done things more dangerous than this, Bill."

"I know. And it's bloody likely that you'll take an even bigger risk tomorrow."

Bill crossed her arms and blinked the tears out of her eyes. She couldn't find the proper words; she couldn't identify what she was feeling. The Doctor eyed her curiously.

"Do you not want to do this anymore? The travelling? Because this is what we do. Every day. No matter the cost."

Bill glanced down at her feet. "I just want my best mate not to throw his life away to everyone who might be in danger."

"That's who I am, Bill," the Doctor said firmly.

A scientist approached them suddenly, wearing a different uniform than the others. "Doctor? We're ready for you."

The Doctor gave Bill one last little smirk. "I'll see you later, Miss Potts."

Bill felt a lump in her throat. She still didn't know if she was more afraid or angry. Whatever it was, she didn't want to be feeling it. She wanted to be proud or excited; to have a friend that would be so sacrificial and to be helping people live.

She followed slowly behind the Doctor and the scientist, eventually being ushered into a crowd a safe distance from the threatening-looking chair.

The scientist and the Doctor continued forward, soon reaching the foreboding place on the platform. The Doctor sat in the chair like it was nothing; made no expression when the scientist strapped a helmet onto his head. He looked at Bill and the others and waved. She felt a tear blink into her eye and a weight sink into her stomach.

When the scientist entered a little hut a few meters from the chair, Bill's teeth clenched together. Before she had time to name what she was feeling or why or even look at the Doctor again, a surge of electricity whizzed through the wires and the systems, and even Bill felt the powerful wave of telepathic energy surge through the area. One person in the crowd even fell from the shock of it.

Bill turned to the Doctor and found him hard at work, eyes closed, fighting off or reasoning with whatever creature was in his head now. Bill's teeth bit together harder and she now knew what this feeling was.

It was the feeling of a rollercoaster, just when you reach the top of the hill and know that the only way back to safety is to fall down five or more stories at breakneck speed.

It was a feeling she knew she'd get used to in her travels with the Doctor, if she chose to keep accepting that challenge.

But as the blood flowed through the chest and the weight sat in her stomach and her hands shook, clammy and mostly numb...Bill couldn't help but feel utterly alive. More alive than she'd ever felt before.

That was what terrified her the most.


	5. Chapter 5

Chapter Five

The Doctor looked out at the crowd of people watching him; relying on him. The helmet was heavy on his head, but he ignored it for now. Best not to dwell on what was coming. Tidal wave.

He managed a slight smile and wave. Bill didn't wave back. He swallowed, wishing he'd had time to make up with her. Too late now; the scientist was already halfway to their little hut to turn on the device. The Doctor closed his eyes and tried to focus on the task at hand.

That feat turned out to be very simple. As soon as the scientist flipped the switch, the Doctor felt a jolt of powerful energy zing right into his head. He closed his eyes tightly and rode out the initial wave. His hands grabbed the arms of the chair into a death grip.

As he got his breath back, he realized a new entity was in his head with him, slinking around like an alley cat. 'Hello. I'm the Doctor,' he said to the mysterious figure.

'Doctor,' it hissed. 'I am a Dream Shade.'

'Ah, I thought so.'

He suddenly realized he hadn't even considered he might have been wrong. Maybe Bill was right about his stupid risk taking.

The Dream Shade forced his mind back to focus, blocking out almost everything else. The Doctor couldn't even feel his body anymore.

'What are you doing in the Sense Sphere?' The Doctor asked.

'I can ask you the same question...Time Lord.'

The Doctor blocked off some portions of his memory, but some were already compromised. 'Alright, fair enough. But what's your endgame? Are you just looking for a new home?'

'I need energy.'

The Doctor nodded. 'Okay, I get that. Every living thing does. But why'd you come here? There are uninhabited planets you can feast on.'

The Dream Shade practically cackled. 'Hardly a light lunch. This planet? With its telepaths? I can go on for centuries feeding here.'

The Doctor furrowed his eyebrows. 'I can find you numerous other uninhabited planets. But two should be more than enough for your average lifespan.'

The Dream Shade hissed again, pulling at the Doctor's mind. 'I don't want an average lifespan.'

If he could have, the Doctor would have rolled his eyes. 'What, you want to be immortal? I highly doubt it'd be any fun for you, really. I've had this conversation with countless species before. Don't make me have it with you.'

The Dream Shade added pressure. The Doctor groaned despite himself. 'Says someone who is practically immortal. Do you know how condescending and hypocritical you sound, Doctor? You and all of those pesky Time Lords.'

The Doctor felt himself falter at the mention of his species. The Dream Shade's hold on his mind grew stronger. 'You've met Time Lords before?'

'Of course I have,' the Dream Shade hissed. 'The lengths they went to protect their precious Gallifrey from me. Your planet could have sustained millions of my kind.'

'By killing millions of mine,' the Doctor said through gritted teeth.

'It would have done the universe a great service. Do you know how many the Time Lords have killed?'

The Doctor felt his strength waning, but he pushed through the fog overtaking his mind. 'Every species has good and bad. All I ask is that you leave these innocent people alone and harvest somewhere you won't hurt anyone. Be the good of your species.'

The Dream Shade eased slightly. 'Ah, one of the Doctor's famous lectures.'

Suddenly the vice grip was back, and the Doctor heard himself cry out. 'I think I'll skip this class and have some lunch. A Time Lord such as yourself should keep me going for centuries.'

The Doctor felt all of his remaining walls crumble as he succumbed to the Dream Shade. It's invasion seeped into his every thought, eating away at his memories and his ideas. In the back of his mind, somewhere, he thought he heard Bill. And he thought he heard himself calling out to her.

. . . . . . . . . . .. . . .

Bill and the crowd were silent as the battle between the Doctor and the Dream Shade commenced. At first, the Doctor had been still, and the atmosphere held a deafening silence. You could've heard the dew forming on the grass.

As the tension grew and the two aliens fought inside the Doctor's head, the Doctor's grasp on the chair grew stronger and stronger. Bill watched his facial muscles twitch and his head jerk, as if trying to shake away a bad dream. When the Doctor suddenly cried out, his forehead creasing, Bill pushed through the crowd and started toward him.

"What are you doing?" The scientist asked as they came out of the hut. Bill paused and looked at the scientist, then back to the Doctor.

"We need to help him. We need to turn it off!"

The scientist held a gentle but firm hand toward her to stop her. "The Dream Shade is already in his mind. If we disconnect him now, it can only harm him."

Bill's wide eyes looked back to her friend. She shook her head, but raised her hands in defeat. "Alright. Just let me go to him."

"I don't know how safe it is," the scientist said. Bill pushed past them.

"I don't care. He shouldn't do this alone." Bill crouched in front of the Doctor and looked him over closely. His eyes were tightly screwed shut and every now and then a groan escaped his lips. His hands were shaking.

Bill set both of her hands on top of his, massaging his knuckles with her thumbs. "I'm here, Doctor. You're doing fine."

Just at that moment, the Doctor cried out anew. Bill hushed him softly, but he didn't calm. His breathing came faster, heaving in and out dramatically. A cold sweat was working down his brow.

Bill closed her eyes, trying hard to mimic telepaths she'd seen on the telly. Nothing happened. She opened her eyes again to find the Doctor still gasping for air, his head lolled back against the chair. He was exhausted, and if he didn't get help soon, he'd lose. Bill shuddered to think what the consequences of that might be.

She knelt up straighter and let out a long breath through her nose. "Doctor; I don't know if you can hear me. Listen, what I said before...this is who you are; you're right. This is what you do. And you can do it; I know you can." She rubbed his hand again. It felt just a little less clammy.

"You can beat this thing." She smiled softly. "Besides; you've got a Vault to guard. And me and Nardole and all of your students to get back to. So you can't lose your mind to some greedy alien."

The Doctor shuddered, tilted his head. His eyes seemed to move beneath his closed lids. Bill smiled to herself. Somehow she knew her words had gotten through. Now he just needed to figure out a way to use them.

. . . . . . . . .

The Doctor felt pinned to the ground by the force rolling over him. He grunted through watery eyes as the creature drank the energy from him, making its way easily past all of the walls he'd spent so long building.

'Why are you doing this?'

The Dream Shade glanced at him with a smirk. 'There are plenty of reasons. To spite the Time Lords? To gain immortality? To enjoy the greatest feast of my life?'

The Dream Shade kicked the Doctor down before he could even try to stand. The Doctor shut his eyes and reached out. Suddenly he heard Bill.

"Doctor; I don't know if you can hear me."

The Doctor opened his eyes again, letting Bill's words flow through him. The Dream Shade sank back, just a little, as the Doctor regained his footing.

'What's happening?' The Dream Shade hissed.

'You made a big mistake,' the Doctor said. 'You see, alone I'm not a threat. You could've beaten me already. But I'm not alone.'

'Who is she? Another telepath? How is she helping you?'

'No, not a telepath. A human being. Beyond your control, I'm afraid.' The Doctor pushed his walls back up, hiding his secrets; hiding his soul. 'You could never understand. You spend your whole life gouging on energy and taking as much as you can. Real power isn't found in metabolised chemicals. It's found in other people. Coming together. Fighting greedy misers like yourself. I've seen it many times before.'

The Doctor shoved the Dream Shade to the edge of his mind. 'And I've seen it overcome far worse than a selfish Dream Shade. Time to wake up, I think.'

The Doctor closed his eyes and thought hard, hitting the Dream Shade with one last blast of power. The creature was cast from his mind in a scream of anger. The Doctor finally felt only himself in his head. He let himself relax as the outside world started making its way into his senses.


	6. Chapter 6

**Hi everyone! I apologize for how long it took to update and for how short this chapter is! I'm a full time student and I've been under the weather lately, so getting back to writing has been tough. I promise there will be a new chapter soon (or later) and it will more than make up for the short length of this one!**

Chapter Six

Bill's eyes were still locked on the Doctor. His breath was evening; his features relaxing. She let out a breath she didn't know she'd been holding.

The Doctor suddenly took in a deep breath and began tilting forward, slipping off the chair. Bill caught him before he could fall, holding him up with her body. He groaned against her stomach.

"Okay," she said, working the helmet off of him. She set it on the top of the chair and cradled his head with one hand, holding him up with the other. "I've got you."

He murmured against her torso again and she helped him lie back against the chair. "Hey," she said, taking his hand and crouching down.

The Doctor worked his eyes open just enough to see her smile. His vision was a mess of blurs and colors. "Bill,' he muttered.

Bill grabbed him into a hug, pulling him into her arms. She let a few tears fall into his chaotic hair. "I'm sorry. I didn't want that to be our last conversation...I don't even know why I was angry."

"Bill," he said, forcing his eyes open. "It's fine."

Bill wiped her face in her sleeve. "I know that saving people is your thing. It's just...it's hard. To see your friend like that. I was scared."

The Doctor looked down at his clasped hands. "I know. I don't always think."

Bill put on a watery smile. "Well, you're okay now, right? Dream Shade is gone?"

The Doctor nodded. "Banished to a different planet."

Bill let out another breath. She looked at her fidgeting hands for a moment before some of the members of the crowd caught up with them. No one seemed uneasy about the wires and other equipment anymore.

"Well done, Doctor!" Said the military man, showing the most enthusiasm they'd witnessed in him yet. The Doctor scratched the back of his neck.

"All in a day's work."

The scientist budded into the space, holding a clipboard. "That was remarkable! The Dream Shade has been completely eradicated from the entire Sense Sphere! Doctor, we could use your expertise at the Academy…"

The Doctor put up his hands and wiped his tired eyes with a gentle smile. "I think it's time Bill and I got back home."

"But Doctor," the militant said, dejected. Bill stood amd put her hands in her pockets.

"He's got other commitments to keep. Right Doctor?" She put a hand on his shoulder.

"Right."

The Doctor stood, leaning heavily on Bill, and took a few steps from the chair. Bill stayed by his side watching his weary eyes carefully. "You sure you're alright?"

The Doctor waved her off; asked if they could get a lift back to the city. The Sensorites willingly obliged, but Bill was hesitant. There was something the Doctor wasn't telling her. Saving an entire planet couldn't be that easy. And battling an evil force in your head couldn't leave that little damage.


	7. Chapter 7

Chapter 7

She noticed it when they reached the TARDIS; that flicker of pain that dashed across his face as he turned the key in the lock. This wasn't over. He was hiding something.

Bill let him keep his silence for a moment, a they clambered inside and got the door shut. Even as he input the controls and dialled some gibberish into the computer she remained quiet, watching with a close but nonchalant eye. If he knew she was worried, he'd never tell her the truth. It drove Bill crazy, but she threw that annoyance aside for the moment. Carefully, she went to the Console, fiddling with a harmless control by the Doctor's right elbow.

"So...how did you get the Dream Shade to leave?"

The Doctor kept is eyes on the controls. Thought for a moment too long. Before he opened his mouth, Bill knew it would be lies.

"Told you. Banished to a different planet. Somewhere without any telepaths; just an empty telepathic field. It can gorge for centuries without hurting anyone."

Bill leaned on the Console. "But, like, how exactly? Did you use some kind of mental force push kind of thing? Push it across the galaxy from your mind?"

The Doctor still didn't look at her. He even took a few steps away, pretending to work with some controls on the opposite side of the Console. Bill followed after, keeping her tone light even though alarms were going off in her head.

"Or did it just give in? You told it to go and it listened to you?"

"Why do you want to know?" The Doctor threw her furrowed brows. She flashed a smile.

"I'm the 'asking questions girl', aren't I?"

The Doctor started turning an eye back to her, but stopped midway, scrunching his eyes and bringing a palm to his forehead. He cried out, and then let his voice turn to a groan. Bill froze.

"Doctor? You alright?"

He kept his eyes closed but lowered his hand. "I didn't exactly get it to that other planet yet. I was hoping...ugh." He brought the hand up to his head again and blinked slowly. "I was hoping it would lie dormant for a bit longer."

Bill's eyes widened. "You let a dangerous telepathic alien use your brain for a lift?"

The Doctor's lips turned into a lopsided grin. "More like a police escort. It wasn't exactly thrilled with the new arrangement."

Bill pressed her hands together and brought them over her face. "This. This is exactly what I was talking about! You can't just take risks like that, Doctor."

The Doctor pulled a lever down and the engines started. He leaned heavily with one arm on the Console and closed his eyes again. "Thank you for your concern, Bill, honestly, but it's not a big deal."

Just then, the Doctor cried out again, holding his head.

 _Doctor...you will not get away with this. I shall feed on you and grow stronger than ever before_.

"Oh no you don't," the Doctor grumbled to the entity in his head. Bill looked on, speechless with worry.

The Doctor started building his walls again, but it was useless. The Dream Shade was angry. Angry and on its last chance. All the protective barriers in the universe couldn't stop it at this point.

Except…

"Doctor, let me help."

The Doctor shook his head, even as he slipped to his knees on the grating floor. "You're not telepathic."

"No...but I know someone who is."

The Doctor worked his eyes open and found one of Bill's hands in his own and the other latched onto the TARDIS telepathic circuits.

"Bill, you are brilliant."

The TARDIS whirred to life around them, lights blinking and engines wheezing. Bill plucked her hand out of the telepathic circuits and latched onto the Console as the TARDIS took control of the situation.

Simultaneously, the TARDIS steered herself and helped her thief fight the creature off. Bill watched the whole situation with overwhelmed, but impressed, wide eyes.

Finally, the ship stopped lurching back and forth and they landed. The TARDIS roughly snatched the Dream Shade from the Doctor's mind, opened the doors, and sent it away in a gust of energy. The doors slammed shut as soon as it was outside, and the Console room was left in stunned silence.

Bill shut her eyes for a second to get her bearings and a message flashed through her mind. _Thank you for alerting me, Bill. My thief should wake in a few moments._

Bill's eyes shot open and she looked over to the Doctor, who suddenly slumped to the floor with a groan. Awkwardly, Bill caught him in her arms and knelt behind him. "Okay, we're doing this again."

Bill sighed, looking down at her unconscious tutor. "What am I going to do with you?"

Footsteps entered the space. Bill's eyes widened.

"What the _hell_ just happened? TARDIS going berserk; lights flashing. I thought I left the kettle on or…"

Nardole came to the top of the steps and his jaw dropped. Bill looked up from her position on the floor and cringed.

Instead of launching into a long series of lectures, however, Nardole simply let out a breath, walked over to Bill, and crouched beside her and the Doctor still slumped and asleep leaned on her.

"What kind of trouble did he get into this time?"

Bill set the Doctor on the floor as she explained. "Telepathic monster; frightened locals...same old, same old. He let it into his head to transport it to a new planet, but it woke up early and the TARDIS and I had to do some rescuing."

Nardole shook his head and brushed some dust off of the Doctor's jacket. "What are we gonna do with him?"

Bill shrugged with a small smile. "We can't keep him from being himself." She turned a more stern eye to Nardole. "But we seriously need to have a talk with him when he's feeling better. All this sacrificial hero stuff has my nerves on edge."

"Ditto," Nardole said.

The Doctor woke suddenly, sitting up and opening his eyes with a gasp. Nardole put a hand on his shoulder.

"Take it easy. You're in the TARDIS, not a haunted house."

The Doctor blinked rapidly, taking slow breaths. "Sorry, just, er…"

Bill quirked an eyebrow. "Did that creature give you a nightmare?"

The Doctor nodded, wiping his face. "Over now," he said, sounding like he was reassuring himself. Bill rubbed his back and he turned to her, then the floor.

"I'm sorry, Bill," the Doctor said. "About before. Not telling you…"

"Don't worry about it," Bill replied. "We'll talk later. It's been a long day."

The Doctor nodded again. Then he seemed to notice Nardole. "How did you get here?"

Nardole rolled his eyes. "You mean how did you forget I was in the TARDIS when you decided to visit the Sense Sphere?" Nardole let a smile betray his cooler exterior. "There I was making tea for us to share, and you two go galavanting off."

The Doctor rubbed his face. "I thought you went to the canteen to get tea, not the TARDIS."

"They never have the biscuits I like. Anyway, it's a good thing I did. What if something happened and both of you went missing? I wouldn't have even known where you were!"

The Doctor rubbed his temples. "Please, Nardole, can we do this later. I did just have a nasty Dream Shade in my head for a while."

Bill put a hand on Nardole's arm. "Maybe we can talk about this later, when he's feeling better."

Nardole turned to her. "You think you're innocent in all this? You're getting as bad as he is; running off God-knows-where. It's like you two go lookin for trouble."

Bill opened her mouth to argue, but she thought over his words. It was true. She was taking a liking to this new lifestyle, dangerous and nerve-wracking as it was.

The worst part was that she didn't even feel like defending herself.

The worst part was that when he made these accusations, that she was taking too many risks or getting too involved in the TARDIS life, she suddenly couldn't think of a better way of living.

When he gave her an incredulous look, waiting for her response or her defense or whatever, she merely turned to the Doctor and shared a smile.


End file.
